Effective Date: February 1, 2013
OWNER MAY, AND RESERVES THE RIGHT TO, FROM TIME TO TIME, MODIFY, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE. EVEN AFTER YOU AGREE, IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT ON A REGULAR BASIS TO KEEP YOURSELF INFORMED OF ANY MODIFICATIONS. IN THE EVENT OWNER MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT.
1. Directory Service Provider
The Website provides a searchable directory of photographers as well as entities that provide photography classes and workshops (collectively “Photographers”). Owner displays only those Photographers that subscribe to the Website (“Subscribers”), without preference to or endorsement of a particular Subscriber. Subscribers are required to pay a subscription fee in order to be listed in the directory, including their biographical, contact, and studio information. Any relationship formed between you and Subscribers, whether or not it results in a formal engagement, is of your sole choosing and responsibility and is to occur without any further involvement from Owner and outside of this Website. You should not use the Website to email any confidential, personal or otherwise private information to Subscribers or a third party.
Owner makes no representation as to the qualifications, skill, or effectiveness of any Subscriber and the quality of their work. You are encouraged to perform your own due diligence and background check on any Subscriber. Your selection of “favorites” is yours and yours alone.
You understand and acknowledge that Owner is not responsible for any content, product or service offered or provided by a Subscriber, or any other user. Photographic works, statements, offers, or other information or content made available on the Website are the responsibility of the respective Subscribers, and not Owner. Your reliance upon any information on the Website is at your sole and absolute risk. You, and you alone, are responsible for your own selection, if any, of a Subscriber, and Owner shall not be liable to you or any third party for any decision made or action taken by you or others based upon reliance on or use of the information on the Website or interaction with any Subscriber. You understand and agree that Owner is not responsible for information communicated between you and Subscriber and/or between you and a third party, regardless of utilizing Owner’s Website services to email third parties regarding Subscribers.
You acknowledge and agree that the above and following warnings and disclaimers shall apply to all such information, instruction, products and services displayed on and/or offered through the Website.
2. Warranties and Representations
You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You may not use the Website on behalf of any third party.
In order to use this Website, you warrant that you: (1) are a human individual that is eighteen (18) years of age or older. In order to subscribe to this Website as a Subscriber, you warrant that you: (1) are a human individual that is eighteen (18) years of age or older; (2) have the requisite experience, training, and/or skill as a Photographer; (3) can reproduce, display, and/or distribute only photographs and other content to which you have legal rights, copyright or otherwise. You further warrant that you are not prohibited from assenting to this Agreement by any preexisting agreement.
Owner is a service provider and makes no representations as to the qualifications, availability, fees, or legality of the Photographers contained on Website, including specifically as it relates to Subscribers and their Subscriber Accounts. Owner relies upon information provided from third parties, including Subscribers, in providing Website. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS, IN WHATEVER FORM, WITH SUBSCRIBERS. OWNER ASSUMES NO RESPONSIBILITY FOR HOW MATERIAL OR INFORMATION FROM THE WEBSITE, INCLUDING FROM SUBSCRIBERS, IS USED AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY ARISING FROM ANY SUCH USE. OWNER HAS NOT CONDUCTED ANY INVESTIGATION INTO ANY SUBSCRIBER OR THEIR REPRESENTATIONS MADE VIA THE WEBSITE. SUBSCRIBERS’ STATEMENTS ARE NOT VERIFIED BY OWNER. YOU UNDERSTAND AND AGREE THAT THE CONTENT ON THIS WEBSITE DOES NOT CONTAIN OR CONSTITUTE REPRESENTATIONS TO BE REASONABLY RELIED UPON. OWNER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE QUALITY OR CONDUCT OF SUBSCRIBERS. YOU AGREE TO HOLD OWNER HARMLESS FOR ANY CONDUCT OF SUBSCRIBERS.
Owner does not warrant or guarantee that compliance with this Agreement will be sufficient to comply with your obligations hereunder, under applicable law or with third party rights. Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use Website. Website is operated in the United States and Owner makes no representation that its Website or services are appropriate, lawful, or available for use in other locations. This website is maintained in compliance with the laws of Virginia and does not purport to comply with the laws of any other state or jurisdiction outside of Virginia. Owner does not offer Website where prohibited by law.
3. Subscriber Account
Subscriber hereby grants Owner a non-exclusive, irrevocable, royalty free, and worldwide and license to use any of Subscriber’s information submitted, including, without limitation, name, trademark, service mark, or other indicator of source, for the customary and intended purposes of the Website and advertisement along with any photographic images provided. By participating as a Subscriber, you further agree to waive all rights of publicity or privacy with respect to the information submitted. Notwithstanding the above, any advertisement or other display of Subscriber by Owner may be subject to a separate written agreement.
4. Paid Subscription and Auto-Renewal
Subscribers shall pay a fee for registration of a Subscriber Account. Subscriber may subscribe to one of two Subscriber Accounts: a Basic Account or a Premium Account. A Basic Account shall entitle Subscriber to certain benefits, but not others, and imposes certain limitations, as set forth at the time of subscription to the Basic Account. A Premium Account, which carries with it a higher monthly fee, shall entitle Subscriber to certain benefits as set forth at the time of subscription to the Premium Account.
All payments are to be made with a valid credit card. Failure to pay will result in termination of Subscriber Account and access to Website. Subscriber registration will renew automatically each month, unless prior written notice of cancellation is provided to Owner at least thirty (30) days prior to the renewal date, as calculated monthly from the monthly anniversary of Subscriber’s Subscriber Account registration. Owner reserves the right at any time to modify the price charged for Subscriber’s subscription to the Website, so long as any change is made prior to renewal. Subscribers may be provided a one-time trial of the Website, free of charge, or another promotional offer. Upon the expiration of any such trial or other promotional offer, Subscriber agrees to pay any and all fees.
Subscriber agrees to pay all fees and charges on time, and Owner may terminate or disable Subscriber’s access to the Website or your Subscriber Account if Subscriber fails to pay any amount owing to Owner when due. Subscriber agrees to pay all costs of collection, including legal fees, incurred by Owner. All registration fees are non-refundable. Subscriber agrees that it will not initiate any chargebacks to Owner unless otherwise authorized by Owner in writing. Subscriber understands and agrees that it will be responsible and required to pay for any costs associated with any chargebacks that Subscriber has initiated against Owner.
Subscriber agrees to pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with Subscriber’s use of the Website. All costs and fees are quoted and payable in United States Dollars.
In the event Subscriber disputes the amount or validity of any payments made under this Agreement, Subscriber must notify Owner, in writing, within ten (10) days of any such dispute. Subscriber understands that its failure to notify Owner of any dispute within ten (10) days will constitute Subscriber’s express waiver of any claims related to the disputed payment.
Subscriber may only use Subscriber’s Subscriber Account and is expressly prohibited from providing additional parties with access its Subscriber Account or creating multiple Subscriber Accounts, whether for free trial purposes or otherwise. Subscriber agrees that, in registering a Subscriber Account, you will provide Owner with accurate, complete, relevant, and current information, and maintain the same so long as you are a Subscriber. Subscriber is solely responsible for maintaining the security and confidentiality of Subscriber’s username and password and for any access to your Subscriber Account, whether authorized or unauthorized. In the event your Subscriber Account is accessed without your authorization, Subscriber agrees to immediately provide notice to Owner. By creating a Subscriber Account, you agree that Owner, and Owner’s designees and agents, as well as users of the Website, may contact Subscriber by any available means, including, but not limited to, by email.
Owner may, within its sole and absolute discretion remove a Subscriber at any time, without notice, with or without cause.
5. Prohibited Uses of Website
You agree that you will not use the Website to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.
Specifically, you are prohibited from, without limitation:
1. Promoting an illegal or unauthorized copy of another person’s copyright protected work, in whatever form, including providing copied photographs or links to them, or providing information to circumvent copyright protected notices or devices;
2. Posting or transmitting content that infringes upon the intellectual property rights or other personal or proprietary rights of other users of the Website or third parties;
3. Transmitting unsolicited commercial email messages, or spam, through the Website or to users of the Website;
4. Suggesting an affiliation with or endorsement by Owner;
5. Providing material that exploits people under the age of 18 in a sexual or violent way or otherwise attempting to solicit information from anyone under the age of 18;
6. Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
7. Circumventing Owner’s technological or security protection mechanisms;
8. Using a script, robot, spider, scraper, or other automated technology to access the Website;
9. Attempting to gain access to the private data or personal information of a user of the Website or a third party;
10. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
11. Harassing and/or stalking a third party through your use of the Website;
12. Impersonating another or creating multiple alias accounts;
13. Posting or transmitting content that threatens or encourages bodily harm or the destruction of property;
14. Posting or transmitting content that is inaccurate, false, misleading, offensive, derogatory, obscene, profane, pornographic, sexually oriented, racially offensive, or otherwise harmful;
15. Posting or transmitting content that incites any illegal activity;
16. Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter;
17. Posting or transmitting content that violates any term or condition of this Agreement; or
18. Posting or transmitting content, or using the Website in a manner, that violates any law, statute, regulation, or ordinance, or treaty, whether local, state, provincial, national, or international.
Your violation of any term or condition of this section or any term of this Agreement may result in the immediate termination of your Member account and the disabling of your access to the Website.
6. Ownership of Website Content
You understand and agree that Owner is the owner, or licensee, of all rights in and to the Website and its associated content, including but not limited to all intellectual property and any other property or proprietary rights. The Website is protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website, whether in whole or in part, without the prior written consent of Owner. The foregoing prohibition on crawling and aggregation will not apply to search engines or non-commercial and publicly available archives that appropriately comply with the robots.txt file.
Owner hereby grants you a limited, non-exclusive, non-sublicensable, non-assignable, and revocable license to use the Website for its customary and intended purposes. Use of the Website for a use outside of its customary and intended purposes or in violation of the terms of this Agreement will result in the termination of this license. This license is revocable at any time, and any rights not expressly granted herein are reserved to Owner.
You are expressly prohibited from using any of the Photographer’s photographs for commercial purposes, absent separate written agreement with the Photographer copyright owner.
Owner is the owner of all trademark, trade name, and/or service mark rights, whether registered or under common law, of all its marks, including, without limitation, PHOTOGREFER.
7. User Generated Content
Owner may provide you with the ability to submit user generated content to or through the Website, which may include, but is not limited to, Subscriber Account information and/or email correspondence that may contain information, text, and comments; personal information; comments about Subscribers; and other information (collectively “User Generated Content”). You agree that you are the owner of, or have rights to, any and all User Generated Content submitted. You further warrant that any User Generated Content that you submit to the Website will is truthful and defamatory and will not violate or infringe upon the rights of third parties, including, but not limited to, trademark rights, copyright rights, patent rights, rights of publicity and privacy, and any other intellectual property right, personal right, or proprietary or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.
By submitting information to the Website, you grant Owner a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your information, including photograph images provided, for the customary and intended purposes of the Website and any advertising thereof. These purposes may include, but are not limited to, providing you or third parties with the Website or its associated services and archiving or making backups of the Website. By submitting information to the Website, you further agree to waive all rights of publicity or privacy with respect to the information submitted. You agree to execute any and all documents requested by Owner and shall cooperate in any endeavor Owner makes to obtain the necessary rights to display your information.
This provision shall survive any termination of this Agreement for the maximum period permitted under applicable law.
8. Third Party Links and Advertisers Promotions
You understand that the Website may contain links to third party websites, applications, or services that Owner does not own or control, including, without limitation, Subscriber’s professional services. You agree that Owner will not be held responsible or liable for the content of third party websites, applications, or services as well as Subscriber’s information and/or advertisements and that Owner’s inclusion of those websites, applications, or services as well as Subscriber’s information and/or advertisements within its Website does not constitute Owner’s endorsement of, recommendation of, or affiliation with any of those websites, applications, or services and/or Subscribers.
9. Section 230 of Communications Decency Act
You acknowledge and agree that Owner is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Owner may edit, remove, or control the content displayed through the Website, you agree that Owner will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise. Owner may, within its sole and absolute discretion, remove any User Generated Content, for any reason and for no reason at all.
11. Copyright Policy
Owner hereby incorporates its Copyright Policy into this Agreement.
All rights not expressly granted herein are reserved to Owner.
12. Disclaimer of Warranties
OWNER DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIAIBLITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR ANY GOODS OR SERVICES LINKED TO OR THROUGH THE WEBSITE, INCLUDING SPECIFICALLY THOSE OFFERED BY SUBSCRIBERS. OWNER PROVIDES THE WEBSITE ON AN AS-IS BASIS AND WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
OWNER WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONTENT POSTED ON THE WEBSITE, ANY THIRD PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE. OWNER DOES NOT ASSUME RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS, OR ALTERATION OF OR TO THE WEBSITE. OWNER RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME.
OWNER IS NOT RESPONSIBLE FOR THE REPRESENTATION OR CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY SUBSCRIBER, USER OR ADVERTISER OF WEBSITE.
13. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT OWNER WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR DAMAGES, CLAIMS, INJURIES, JUDGMENTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE OR GOODS OR SERVICES LINKED TO THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT OWNER CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCES IS THE AMOUNT THAT YOU PAID FOR ANY SERVICE PROVIDED THROUGH THE WEBSITE, SUCH AS A SUBSCRIBER ACCOUNT. IF NO AMOUNT IS PAID BY YOU TO OWNER FOR THE WEBSITE, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
You agree to hold harmless, indemnify, and defend Owner, its officers, employees, agents, successors, and assigns, from any and all claims, demands, losses, damages, rights, and actions of any kind, including without limitation property damage, infringement, personal injury, and death, that either directly or indirectly arises out of or is related to your use of the Website, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party. Your obligation to defend Owner under the terms of this Agreement will not provide you with the right to control Owner’s defense, and Owner reserves the right to control its defense regardless of your contractual requirement to defend Owner.
16. Resolution of Disputes
This Agreement will be interpreted under and governed by the laws of the State of Virginia without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against Owner will be exclusively resolved through arbitration.
YOU AND OWNER AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE WEBSITE, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN VIRGINIA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF VIRGINIA AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY’S REASONABLE ATTORNEYS’ FEES. YOU AND OWNER AGREE THAT BOTH PARTIES WILL BE REQUIRED TO BE PRESENT WITHIN THE STATE OF VIRGINIA IN ORDER TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. YOU AND OWNER AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
17. COPPA Compliance
The Website is not directed to persons under the age of eighteen (18) and Owner will not knowingly collect personally identifiable information from children under the age of eighteen (18). If Owner inadvertently collects personally identifiable information, Owner will delete the personally identifiable information in accordance with its security protocols, upon notice.
18. Miscellaneous Provisions
A finding that any term or provision of this Agreement is invalid or unenforceable will not affect the validity or enforceability of this Agreement. Any term or provision of this Agreement that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
OWNER AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST OWNER ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONTEARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
Any notice required under this Agreement must be made in writing, with a copy via email, to
This Agreement is enforced by the Internet lawyers of Traverse Legal, PLC